Common use of Compensation; Indemnification Clause in Contracts

Compensation; Indemnification. The Company shall pay to ----------------------------- the Collateral Agent the following compensation: (i) $3,500, as an acceptance fee, payable upon execution hereof and (ii) $5,000 as an annual fee, first payable upon execution of this Agreement, then on each anniversary thereof. The reasonable compensation of the Collateral Agent shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Collateral Agent upon request for all reasonable out-of-pocket expenses and advances incurred or made by the Collateral Agent. Without limiting the generality of the foregoing, the Company shall pay, indemnify, hold harmless and defend the Collateral Agent, the 13% Noteholders, the 13% Notes Trustee, the holders of the Vendor Financing, the Vendor Financing Representative and their respective directors, officers, agents and employees for, from and against any and all claims, actions, costs, damages, obligations, liabilities and expenses, including reasonable fees and disbursements of counsel and other advisors and consultants (including any insurance advisors retained to review the QuickBird 2 Insurance, whether prior or subsequent to an Event of Default) retained by them, arising from this Agreement, the 13% Notes Indenture, the Vendor Financing Agreement and the Collateral Agent's acceptance of, or performance under, this Agreement.

Appears in 2 contracts

Samples: Senior Collateral Pledge and Security Agreement (Earthwatch Inc), Pledge Agreement (Earthwatch Inc)

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Compensation; Indemnification. The Company shall pay ----------------------------- to ----------------------------- the Collateral Agent the following compensation: (i) $3,500, as an acceptance fee, payable upon execution hereof and (ii) $5,000 as an annual fee, first payable upon execution of this Agreement, then on each anniversary thereof. The reasonable compensation of the Collateral Agent shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Collateral Agent upon request for all reasonable out-of-pocket expenses and advances incurred or made by the Collateral Agent. Without limiting the generality of the foregoing, the Company shall pay, indemnify, hold harmless and defend the Collateral Agent, the 13% NoteholdersSeries A Preferred Stockholders, the 13% Notes TrusteeSeries B Preferred Stockholders, the holders of the Vendor FinancingSeries A Preferred Stockholders' Representative, the Vendor Financing Series B Preferred Stockholders' Representative and their respective directors, officers, agents and employees for, from and against any and all claims, actions, costs, damages, obligations, liabilities and expenses, including reasonable fees and disbursements of counsel and other advisors and consultants (including any insurance advisors retained to review the QuickBird 2 Insurance, whether prior or subsequent to an Event of Default) retained by them, arising from this Agreement, the 13% Notes Indenture, the Vendor Financing Agreement and the Collateral Agent's acceptance of, or performance under, this Agreement.

Appears in 1 contract

Samples: Junior Collateral Pledge and Security Agreement (Earthwatch Inc)

Compensation; Indemnification. The Company shall pay to ----------------------------- the Collateral Agent the following compensation: (i) $3,500, as an acceptance fee, payable upon execution hereof and (ii) $5,000 as an annual fee, first payable upon execution of this Agreement, then on each anniversary thereof. The reasonable compensation of the Collateral Agent shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Collateral Agent upon request for all reasonable out-of-pocket expenses and advances incurred or made by the Collateral Agent. Without limiting the generality of the foregoing, the Company shall pay, indemnify, hold harmless and defend the Collateral Agent, the 13% Noteholders, the 13% Existing Notes Trustee, the holders of the Vendor Financing, the Vendor Financing Indenture Trustee and any Specified Indebtedness Agreement Representative and their respective directors, officers, agents and employees for, from and against any and all claims, actions, costs, damages, obligations, liabilities and expenses, including reasonable fees and disbursements of counsel and other advisors and consultants (including any insurance advisors retained to review the First QuickBird 2 Launch Insurance, whether prior or subsequent to an Event of Default) retained by them, arising from this Agreement, the 13% Existing Notes Indenture, the Vendor Financing any Permitted Specified Indebtedness Agreement and the Collateral Agent's acceptance of, or performance under, this Agreement.

Appears in 1 contract

Samples: Collateral Pledge and Security Agreement (Earthwatch Inc)

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Compensation; Indemnification. The Company shall pay to ----------------------------- the Collateral Agent the following compensation: (i) $3,500, as an acceptance fee, payable upon execution hereof and (ii) $5,000 as an annual fee, first payable upon execution of this Agreement, then on each anniversary thereof. The reasonable compensation of the Collateral Agent shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Collateral Agent upon request for all reasonable out-of-pocket expenses and advances incurred or made by the Collateral Agent. Without limiting the generality of the foregoing, the Company shall pay, indemnify, hold harmless and defend the Collateral Agent, the 13% NoteholdersSeries A Preferred Stockholders, the 13% Notes TrusteeSeries B Preferred Stockholders, the holders of the Vendor FinancingSeries A Preferred Stockholders' Representative, the Vendor Financing Series B Preferred Stockholders' Representative and their respective directors, officers, agents and employees for, from and against any and all claims, actions, costs, damages, obligations, liabilities and expenses, including reasonable fees and disbursements of counsel and other advisors and consultants (including any insurance advisors retained to review the QuickBird 2 Insurance, whether prior or subsequent to an Event of Default) retained by them, arising from this Agreement, the 13% Notes Indenture, the Vendor Financing Agreement and the Collateral Agent's acceptance of, or performance under, this Agreement.

Appears in 1 contract

Samples: Pledge Agreement (Earthwatch Inc)

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